What is an Asset Purchase Agreement (APA)?

An Asset Purchase Agreement (APA) is a legal contract that formalizes the sale of specific business assets from a seller to a buyer. Unlike a stock purchase where the entire company is bought, an APA allows the buyer to select which assets to acquire and which liabilities to assume (if any).

What are the key components of an Asset Purchase Agreement?

Key components include a detailed list of purchased assets (and excluded assets), the purchase price and payment terms, allocation of the purchase price, representations and warranties from both parties, conditions to closing, indemnification provisions, and details on assumed liabilities.

Why use an APA template for a business asset sale?

A professional APA template provides a comprehensive framework ensuring all critical aspects of an asset sale are addressed. It helps in clearly defining the terms, protecting the interests of both buyer and seller, and minimizing potential disputes.

Is this Asset Purchase Agreement template customizable?

Yes, our Asset Purchase Agreement template is designed to be fully customizable to cater to the specific details of your asset transaction, including the types of assets, purchase price, and other negotiated terms.

Asset Purchase Agreement (APA) Template - Professional Contract

Agreement Information

Agreement Number:

Agreement Date:

Anticipated Closing Date:

Effective Date:

Transaction Type:

Due Diligence Period (days):

Seller Information

Seller Name/Entity:

Seller Entity Type:

Seller Address:

Primary Contact:

Contact Title:

Phone:

Email:

Tax ID/EIN:

State of Incorporation (if applicable):

Buyer Information

Buyer Name/Entity:

Buyer Entity Type:

Buyer Address:

Primary Contact:

Contact Title:

Phone:

Email:

Tax ID/EIN:

State of Incorporation (if applicable):

Assets Being Purchased

Asset Categories Included

Purchase Price and Payment Terms

Total Purchase Price:

Currency:

Earnest Money Deposit:

Down Payment at Closing:

Financing Amount:

Payment Method:

Payment Schedule:

Price Allocation:

Conditions and Contingencies

Closing Conditions:

Satisfactory completion of due diligence

Buyer obtaining financing approval

Legal review and approval

Board of directors approval

Shareholder approval

Regulatory approvals

Third-party consents

Clear title search results

Environmental review (if applicable)

Additional Conditions:

Representations and Warranties

Seller Representations:

Legal ownership of all assets

Clear and marketable title

Free from liens and encumbrances

Assets in good working condition

No material adverse changes

Compliance with applicable laws

Accurate books and records

No pending litigation

Buyer Representations:

Authority to enter into agreement

Adequate financing or funds available

Conducted independent due diligence

Will comply with applicable laws

Risk Management and Indemnification

Risk of Loss:

Insurance Requirements:

Indemnification Period:

Indemnification Cap:

Indemnification Basket/Threshold:

Escrow Amount:

Indemnification Scope:

Post-Closing Matters

Transition Period:

Non-Compete Period:

Transition Support:

Post-Closing Covenants:

Employee Matters:

Legal Terms

Governing Law:

Dispute Resolution:

Confidentiality Period:

Assignment Rights:

Special Conditions or Terms:

Approval and Signature Information

Seller Authorized Signatory:

Signatory Title:

Buyer Authorized Signatory: